MB Bancorp Inc Watch

from S-1/A 28 pages MB Bancorp, Inc. Up to 2,070,000 Shares (Subject to Increase Up to 2,380,500 Shares) Common Stock ($0.01 Par Value) Subscription Price $10.00 Per Share Agency Agreement [ ], 2014

from S-1 4 pages This Letter Confirms the Engagement of Keefe, Bruyette and Woods, Inc. (“Kbw”) to Act as the Conversion Agent to Madison Bank of Maryland (The “Bank”) in Connection With the Bank’s Proposed Conversion From Mutual to Stock Form of Ownership, Including the Offer and Sale of Common Stock of a Newly Organized Holding Company of the Bank (The “Offering”). Conversion Agent Services: As Conversion Agent, and as the Bank May Reasonably Request, Kbw Will Provide the Following Services

from S-1 7 pages This Letter Confirms the Engagement of Keefe, Bruyette & Woods, Inc. (“Kbw”) to Act as the Exclusive Financial Advisor to Madison Bank of Maryland (The “Bank”) in Connection With the Bank’s Proposed Conversion From the Mutual to Stock Form of Organization Pursuant to the Bank’s Plan of Conversion (The “Conversion”), Including the Offer and Sale of Certain Shares of the Common Stock (The “Common Stock”) of a Holding Company (The “Holding Company”) to Be Formed by the Bank to Eligible Persons in a Subscription Offering, With Any Remaining Shares Offered to the General Public in a Community Offering (The Subscription Offering the Community Offering and Any Syndicated Community Offering Are Collectively Referred to Herein as the “Offerings”). in Addition, Kbw Will Act as Conversion Agent in Connection With the Offerings Pursuant to the Terms of a Separate Agreement Between the Bank and Kbw. the Bank and the Holding Company Are Collectively Referred to Herein as the “Company” This Letter Sets Forth the Terms and Conditions of Our Engagement. 1. Advisory/Offering Services